SCRUTINIZER’S REPORT (Remote e-voting Results) … · (Remote e-voting Results) To, The...

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1 SCRUTINIZER’S REPORT [Pursuant to section 108 of the Companies Act, 2013 and rule 20(3) of the Companies (Management and Administration) Amendment Rules, 2015] (Remote e-voting Results) To, The Chairperson, 25 th Annual General Meeting of the members of M/s. Heritage Foods Limited (CIN: L15209TG1992PLC014332) held on 23 rd Day of August, 2017 at Auditorium Hall, 2nd Floor, Training Block, National Institute for Micro, Small and Medium Enterprises, Yousufguda, Hyderabad-500 045. Dear Sir, I, Savita Jyoti, Partner of Savita Jyoti & Associates, a Company Secretary in practice, have been appointed by the Board of Directors of M/s. HERITAGE FOODS LIMITED (“the Company”) as Scrutinizer for the purpose of scrutinizing the remote e-voting process, and ascertaining the requisite majority on remote e-voting carried out as per the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, on the resolutions contained in the notice of the 25 th Annual General Meeting (AGM) of the members of the Company, held on Wednesday, 23 rd August, 2017 at 11.00 A.M. at Auditorium Hall, 2nd Floor, Training Block, National Institute For Micro, Small And Medium Enterprises, Yousufguda, Hyderabad-500 045. The Annual Report containing the notice date 25 th May, 2017 convening the 25 th Annual General Meeting of Company and notice of remote e-voting along with statement setting out the material facts in respect of resolutions proposed to be passed under Section 102 of the Companies Act, 2013 was sent to shareholders 26 th July, 2017 through email and courier. The management of Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic means on the resolutions contained in the notice to the 25 th Annual General Meeting of the members of the Company. My responsibility as Scrutinizer is restricted to make a scrutinizers report of votes cast “in favor” or “against” the resolutions stated above, based on the reports generated from the remote e-voting system provided by M/s Karvy Computershare Private Limited, the authorized agency to provide remote e-voting facilities, engaged by the Company. Further to the above, I submit my report as under:

Transcript of SCRUTINIZER’S REPORT (Remote e-voting Results) … · (Remote e-voting Results) To, The...

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SCRUTINIZER’S REPORT

[Pursuant to section 108 of the Companies Act, 2013 and rule 20(3) of the Companies (Management and Administration) Amendment Rules, 2015]

(Remote e-voting Results)

To,

The Chairperson, 25th Annual General Meeting of the members of M/s. Heritage

Foods Limited (CIN: L15209TG1992PLC014332) held on 23rd Day of August, 2017

at Auditorium Hall, 2nd Floor, Training Block, National Institute for Micro, Small

and Medium Enterprises, Yousufguda, Hyderabad-500 045.

Dear Sir,

I, Savita Jyoti, Partner of Savita Jyoti & Associates, a Company Secretary in

practice, have been appointed by the Board of Directors of M/s. HERITAGE FOODS

LIMITED (“the Company”) as Scrutinizer for the purpose of scrutinizing the remote

e-voting process, and ascertaining the requisite majority on remote e-voting carried

out as per the provisions of Section 108 of the Companies Act, 2013, read with Rule

20 of the Companies (Management and Administration) Rules, 2014, on the

resolutions contained in the notice of the 25th Annual General Meeting (AGM) of the

members of the Company, held on Wednesday, 23rd August, 2017 at 11.00 A.M. at

Auditorium Hall, 2nd Floor, Training Block, National Institute For Micro, Small And

Medium Enterprises, Yousufguda, Hyderabad-500 045.

The Annual Report containing the notice date 25th May, 2017 convening the 25th

Annual General Meeting of Company and notice of remote e-voting along with

statement setting out the material facts in respect of resolutions proposed to be

passed under Section 102 of the Companies Act, 2013 was sent to shareholders

26th July, 2017 through email and courier.

The management of Company is responsible to ensure the compliance with the

requirements of the Companies Act, 2013 and Rules relating to voting through

electronic means on the resolutions contained in the notice to the 25th Annual

General Meeting of the members of the Company. My responsibility as Scrutinizer is

restricted to make a scrutinizers report of votes cast “in favor” or “against” the

resolutions stated above, based on the reports generated from the remote e-voting

system provided by M/s Karvy Computershare Private Limited, the authorized

agency to provide remote e-voting facilities, engaged by the Company. Further to the above, I submit my report as under:

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1. The e-voting period remained open from Sunday, 20th August, 2017 (09.00

a.m.) to Tuesday, 22nd August, 2017 (05.00p.m).

2. The members of the Company as on “cut-off” date i.e. Wednesday, 16th August,

2017 were entitled to vote on the resolutions in the notice of the Annual General

Meeting.

3. The votes cast were unblocked on Wednesday, 23rd August, 2017 after the AGM

in the presence of two witnesses, Ms Sonam and Ms Vibha who are not in the

employment of the Company. They have signed below in confirmation of the votes

being unblocked in their presence.

Signature Signature

Name 1: Sonam Name 2: Vibha

4. Thereafter, I have also generated complete records of votes cast by electronic

mode from M/s Karvy Computershare Private Limited the agency appointed for

providing and supervising electronic platform: evoting.karvy.com and based on sub

e-voting records generated, I hereby report as under:

Item No. 1: Adoption of the Audited Financial Statements (Standalone & Consolidated)

of the Company for the year ended 31st March, 2017 including Balance Sheet as at

31st March, 2017 and the Statement of Profit & Loss, Reports of the Board of Directors

and Auditors thereon.

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

60 13086910 100

(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

1 4 0

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(iii) Invalid and abstained votes:

Total numbers of members whose

votes were declared invalid

Total number of votes cast by them

6 47794

Item No.2: Approval of Dividend for the financial year ended 31st March, 2017.

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

62 13133704 100

(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

1 4 0

(iii) Invalid/abstained votes:

Total numbers of members whose

votes were declared invalid

Total number of votes cast by them

4 1000

Item No. 3: Appointment of Director Dr. V Nagaraja Naidu (DIN: 00003730) who retires

by rotation and, being eligible, offers himself for re-appointment.

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

62 13133704 100

(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

1 4 0

(iii) Invalid/abstained votes:

Total numbers of members whose

votes were declared invalid

Total number of votes cast by them

4 1000

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Item No.4: Appointment of Auditor of the Company and to fix their remuneration.

i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

62 13133704 100

(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

1 4 0

(iii) Invalid votes:

Total numbers of members whose

votes were declared invalid

Total number of votes cast by them

4 1000

The Register, all other papers and relevant records relating to electronic voting shall remain

in our safe custody until the Chairman considers, approves and signs the minutes of the

aforesaid Annual General Meeting and thereafter the same are handed over to the Chairman

or the Company Secretary for safe keeping.

Thanking You, Yours faithfully, for Savita Jyoti Associates Practicing Company Secretaries

SAVITA JYOTI

CP No.: 1796

M. No. F 3738

Place: Hyderabad

Date: 23rd August, 2017

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FORM No.MGT-13

Report of Scrutinizer(s)

[Pursuant to Section 109 of the Companies Act, 2013 and Rule 21(2) of the Companies

(Management and Administration) Amendment Rules, 2015]

(Insta Poll Voting Results)

To,

The Chairperson,

25th Annual General Meeting of Shareholders of M/s. Heritage Foods Limited

(CIN:L15209TG1992PLC014332) held on Wednesday, 23rd August, 2017 at 11.00 a.m. at

Auditorium Hall, 2nd Floor, Training Block, National Institute For Micro, Small And

Medium Enterprises, Yousufguda, Hyderabad-500 045.

Dear Sir,

I, Savita Jyoti, Partner of Savita Jyoti & Associates, appointed as Scrutinizer for the purpose

of the poll taken on the below mentioned resolutions at the 25th Annual General Meeting of the

members of the Company held on Wednesday, 23rd August, 2017 at 11.00 a.m. at Auditorium

Hall, 2nd Floor, Training Block, National Institute For Micro, Small And Medium

Enterprises, Yousufguda, Hyderabad-500 045.

A. After the time fixed for closing of the poll by the Chairperson, Insta-poll systems are kept

for polling was marked by identification mark placed on them.

B. The e-voting were reconciled with the records maintained by the Company / Registrar and

Transfer Agents of the Company and the authorizations / proxies lodged with the Company.

C. the result of the poll is as under:

1. Resolution Item No. 1: Ordinary Resolution

Adoption of the Audited Financial Statements (Standalone & Consolidated) of the

Company for the year ended 31st March, 2017 including Balance Sheet as at 31st

March, 2017 and the Statement of Profit & Loss, Reports of the Board of Directors

and Auditors thereon.

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

51 166851 99.9958

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(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

4 7 0.0042

(iii) Invalid votes:

Total numbers of members whose votes

were declared invalid Total number of votes cast by them

0 0

2. Resolution Item No. 2: Ordinary Resolution

Approval of dividend for the financial year ended 31st March, 2017.

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

51 166851 99.9958

(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

4 7 0.0042

(iii) Invalid votes:

Total numbers of members whose votes

were declared invalid

Total number of votes cast by them

0 0

3. Resolution Item No. 3: Ordinary Resolution

Appointment of Director Dr. V Nagaraja Naidu (DIN: 00003730) who retires by rotation and, being eligible, offers himself for re-appointment.

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

51 166851 99.9958

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(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

4 7 0.0042

(iii) Invalid votes:

Total numbers of members whose votes

were declared invalid

Total number of votes cast by them

0 0

4. Resolution Item No.4: Ordinary Resolution

Appointment of Auditor of the Company and to fix their remuneration

(i) Voted in favour of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast in favour

51 166851 99.9958

(ii) Voted in against of the resolution:

No. of members voted No. of votes cast by them % of total no. of valid votes

cast against

4 7 0.0042

(iii) Invalid votes:

Total numbers of members whose votes

were declared invalid

Total number of votes cast by them

0 0

Thanking You,

Yours faithfully,

For Savita Jyoti Associates Practicing Company Secretaries

CS Savita Jyoti CP No.: 1796 M. No. F 3738

Place: Hyderabad Date: 23rd August, 2017

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Combined Report of Scrutinizer of Remote E-voting and Insta-Poll

To,

The Chairperson,

25th Annual General Meeting of Shareholders of Heritage Foods Limited

(CIN:L15209TG1992PLC014332) held on Wednesday, 23rd August, 2017 at

11.00 A.M. at Auditorium Hall, 2nd Floor, Training Block, National Institute

For Micro, Small And Medium Enterprises, Yousufguda, Hyderabad-500 045.

Dear Sir,

I, Savita Jyoti, Partner of Savita Jyoti & Associates, Practicing Company

Secretary, was appointed as Scrutinizer to conduct the voting by way of

electronic means and to scrutinize the poll process and voting on poll under the

provisions of Section 108 of the Companies Act, 2013 (‘Act’) read with Chapter

VII Rule 20(3)(xi) of the Companies (Management and Administration) Rules,

2014 and Section 109 of the Companies Act, 2013 read with Chapter VII Rule

21(2) of the Companies (Management and Administration) Rules, 2014

respectively at the 25th Annual General Meeting (AGM) of the Company held on

Wednesday, 23rd August, 2017 at Auditorium Hall, 2nd Floor, Training Block,

National Institute For Micro, Small And Medium Enterprises, Yousufguda,

Hyderabad-500 045.

a) A Separate Scrutinizer’s Report on remote e- voting dated 23rd August, 2017

has already been issued.

b) I, as Scrutinizer, appointed by the Company, have also separately issued

Scrutinizer’s Report dated 23rd August, 2017 on the voting by the

shareholders of the Company through Poll at the AGM of the Company held

on Wednesday, 23rd August, 2017 at Auditorium Hall, 2nd Floor, Training

Block, National Institute for Micro, Small and Medium Enterprises,

Yousufguda, Hyderabad-500 045.

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c) The Shareholding details mentioned in the combined report are based on the

details provided by the Company / Registrar and Transfer Agents i.e. (M/s.

Karvy Computershare Private Limited) of the Company.

d) I am requested by the management to submit a combined report on the

voting by shareholders through electronic voting (Remote e-voting) and

through the poll conducted at the AGM. Accordingly, I am submitting

herewith a combined report on the results of e-voting together with that of

Poll as under.

Item No. of notice

Votes in favour of the

resolution

Votes against the

resolution

Invalid/

Abstained/

Less votes

Nos. of

Shares

% of total

number of

valid votes

cast

Nos. of

Shares

% of total

number of

valid votes

cast

Nos.

Item No.1 of the Notice

( As an Ordinary Resolution) 13253761 99.9999 11 0.0001 53332

Item No.2 of the Notice

( As an Ordinary Resolution) 13300555 99.9999 11 0.0001 6538

Item No.3 of the Notice

( As an Ordinary Resolution) 13300555 99.9999 11 0.0001

6538

Item No.4 of the Notice

( As an Ordinary Resolution) 13300555 99.9999 11 0.0001

6538

Hence all the resolutions are passed with REQUISITE MAJORITY.

For Savita Jyoti Associates Practicing Company Secretaries

Savita Jyoti CP No.: 1796 M. No. F 3738

Place: Hyderabad Date: 23rd August, 2017